<PAGE>

                       AMENDMENT TO AUCTION PARTICIPATION AND 
                            LICENSE PARTITIONING AGREEMENT

     This AMENDMENT (the "Amendment") is made and entered into this 6th day 
of November, 1998 (the "Amendment Date"), by and between Intek Global Corp. 
("Intek"), a corporation organized under the laws of the State of Delaware 
with principal offices at 214 Carnegie Center, Suite 304, Princeton, New 
Jersey 08540-6237, Intek License Acquisition Corp. ("ILAC"), a corporation 
organized under the laws of the State of Delaware with principal offices at 
24327 Van Owen Street, West Hills, California 91307 and the National Rural 
Telecommunications Cooperative ("NRTC"), a non-profit cooperative organized 
under the laws of the District of Columbia with principal offices at 2201 
Cooperative Way, Suite 400, Herndon, Virginia 20171. 

                                     WITNESSETH:

     WHEREAS, the parties entered into an Auction Participation and License 
Partitioning Agreement dated August 17, 1998 (the "Auction Agreement") 
pursuant to which the parties agreed to participate jointly in the auction 
held by the Federal Communications Commission (the "FCC") for certain Phase 
II licenses in the 220-222 MHz band (the "220 MHz Band"); 
     
     WHEREAS, in the Auction Agreement, the parties agreed to a process that 
would enable each party to carry out its 220 MHz Band communications services 
plans in the most efficient and economical manner, through cooperation and 
post-auction license partitioning, disaggregation and assignments of 
specified Target Licenses won in the 220 MHz Band auction, thereby enabling 
each party to purchase the geographic portions of the various licenses in 
nationwide ("NWAs"), regional ("REAGs") and Economic Areas ("EAs") in which 
each is interested; 

     WHEREAS, in accordance with the terms of the Auction Agreement, ILAC 
entered the 220 MHz Band auction, and ILAC was the successful high bidder for 
certain 220 MHz Band licenses (the "Acquired Licenses");  and 
     
      WHEREAS, the parties have agreed to further define their rights and 
obligations as to the Acquired Licenses and now are desirous of further 
memorializing in this Amendment their current understandings regarding the 
assignment, disaggregation and partitioning of the Acquired  Licenses.

     NOW, THEREFORE, in consideration of the foregoing and of the respective 
representations, warranties, agreements and conditions contained herein, the 
parties hereto agree as follows:

1.   Except to the extent that a new definition is provided in this 
Amendment, all Capitalized terms used herein shall have the meaning defined 
for such terms in the Agreement.

<PAGE>

                                      2

2.   NRTC hereby acknowledges that to the best of its knowledge Intek and 
ILAC have fully performed their obligations under Section 2 of the Auction 
Agreement.

3.   Notwithstanding any provision of the Auction Agreement, and in 
furtherance of the obligations set forth in Section 1 of the Agreement, the 
parties hereby agree as follows:

          (a)  Nationwide license Block L shall be retained in its entirety 
to ILAC; nationwide license Block K shall be partitioned or assigned in its 
entirety to NRTC. The parties agree that ILAC shall bear the construction 
obligations pursuant to Section 90.769 of the Commission's Rules with respect 
to Nationwide Block L and NRTC shall bear the construction obligations 
pursuant to Section 90.769 of the FCC's Rules with respect to Nationwide 
Block K.  

          (b)  As set forth on Exhibit 1 to this Amendment, REAG licenses on 
Block J for all regions shall be disaggregated by assigning the upper eight 
(8) channel pairs to ILAC and the lower seven (7) channel pairs to NRTC. The 
parties agree to share the construction obligations pursuant to Section 
90.767 with respect to the REAG licenses on Regional Block J.  The parties 
shall negotiate and enter into a Construction Agreement with respect to such 
obligations, which Construction Agreement shall provide for mutual options 
between the parties to acquire partitioned areas which remain unconstructed 
three years after the grant of the license.

          (c)  For each Acquired License, Exhibit 1 to this Amendment sets 
forth (i) whether the license is to be assigned, partitioned or disaggregated 
in its entirety to ILAC or NRTC or jointly to both parties, (ii) the cost of 
the successful bid in the 220 MHz Band auction for each Acquired License to 
be borne respectively by ILAC and NRTC and (iii) the apportionment of the 
construction obligations pursuant to the FCC's Rules.  

          (d)  For each EA license to be jointly partitioned between 
NRTC and ILAC, Exhibit 2 to this Amendment, sets forth the areas to be 
partitioned in accordance with Section 1.2 of the Auction Agreement, which 
areas partition to ILAC from the EA license a 45 mile service area from the 
coordinates of the base stations of all Intek 220 MHz systems currently 
licensed to Intek or one of its affiliates or for which Intek or its 
affiliates has a binding contractual commitment or option to acquire.

          (e)  The E Block license in EA 147 shall be disaggregated by 
assigning five (5) channel pairs to Intek and five (5) channel pairs to NRTC. 
The parties shall bear the purchase price of the license for EA 147, E Block 
equally.

          (f)  Notwithstanding any provision of the Auction Agreement, NRTC 
shall contribute to the payments due to the FCC from ILAC high bids in the 
220 MHz Band auction for the Acquired Licenses that amount for each NRTC 
License as reflected on Schedule 1 hereto, which amounts total $5,576,600.00 
(the "NRTC Payments"). NRTC Payments shall be made in accordance with the 
terms and conditions of that certain Escrow Agreement entered into between 
the parties on September 10, 1998 (the "Escrow Agreement").  NRTC shall make 
such payment into the Escrow not later than five (5) business days prior to 
the date payment on the Acquired Licenses is due to the FCC upon the FCC's 
release of a Public Notice announcing that it is 


                                      2

<PAGE>

                                      3

prepared to grant the Acquired Licenses in the amount equal to $1,533,402.00 
(the "NRTC Supplemental Deposit"). 

          (g)  Notwithstanding any provision of the Auction Agreement, NRTC 
shall make such payments as necessary to make payment to ILAC of fifty 
percent (50%) of those certain penalties (the "Withdrawal Penalties") imposed 
on ILAC by the FCC for withdrawal of the high bids in the 220 MHz Band 
auction as set forth in Exhibit 3 to this Amendment.  Exhibit 3 to this 
Amendment sets forth (i) certain licenses for which ILAC withdrew high bids 
during the auction, (ii) the amount of such ILAC high bid, (iii) the amount 
of the winning bid, if any, for that license in the auction, (iv) the amount 
of the Withdrawal Penalty for that license or the contingent liability for a 
Withdrawal Penalty.  NRTC, in addition, shall make such further payments from 
time to time to ILAC in an amount equal to 50% of any Withdrawal Penalties 
assessed by the FCC within five (5) business days of its receipt on written 
notice from ILAC of any request by the FCC for further payments of Withdrawal 
Penalties.  NRTC shall be entitled to receive from ILAC 50% of the amounts of 
any monies refunded to ILAC by the FCC that were withheld in anticipation  of 
the Withdrawal Penalties within five (5) business days of ILAC's receipt of 
such funds.

          (h)  NRTC's failure to timely make any payments due under the 
Auction Agreement or this Amendment shall be deemed a material breach of the 
Auction Agreement, and shall entitle ILAC to apply any funds then held in 
escrow as necessary to pay such amounts as are due and owing. ILAC shall not 
have any obligation to apply for a partitioned license until such time as all 
amounts then due and owing are paid in full.  

4.   Section 3.2.1 of the Auction Agreement is hereby deleted in its 
entirety, and the following Section 3.2.1 is hereby inserted in its stead:

NRTC has designated eleven (11) states (the "Designated States"). The 
Designated States are as follows: Alaska, Arizona, Arkansas, Kentucky, 
Louisiana, Nebraska, New Mexico, North Carolina, Oklahoma, Texas and 
Washington.

5.   Sections 3.2.2 and of the Auction Agreement is hereby deleted in its 
entirety.  

6.   Each of Intek, ILAC and NRTC hereby restate and confirm as of the date 
hereof the truth and accuracy in all material respects of the representations 
and warranties contained in Sections 10.1 and 10.2, respectively of the 
Auction Agreement.

7.   Except as expressly amended by the terms of this Amendment, the Auction 
Agreement remains in full force and effect between the parties.


                                      3

<PAGE>

                                      4

  In Witness whereof, the parties have hereunto set their hands and seals 
this 6th day of November, 1998.


                                   NATIONAL RURAL TELECOMMUNICATIONS COOPERATIVE
                                   
                                   
                                   /s/
                                   -----------------------------------------
                                   By: 



                                   INTEK GLOBAL CORP.


                                   /s/
                                   -----------------------------------------
                                   By:




                                   INTEK LICENSE ACQUISITION CORP.


                                   /s/
                                   -----------------------------------------
                                   By:


                                      4